News SVU: TSX-V
VANCOUVER, June 29 /CNW/ - Spur Ventures Inc. (TSX Venture -SVU, NASDAQ OTC BB-SPVEF) today announced in Beijing, China that it has signed a binding agreement to acquire the fertilizer related businesses of Hebei Tianren Chemical Corporation ("Tianren"), a shareholding Chinese company and to merge the management teams and assets of both to create the fastest growing fertilizer group in China.
Assets to be acquired include:
1. a 51% interest in Xinjiang Tianren Chemicals Ltd. ("Xinjiang") which
has a 100,000 tonne per annum ("tpa") compound NPK (Nitrogen,
Phosphate, Potassium) plant in Xinjiang Uigur Autonomous Region.
2. a 75% interest in Tianding Chemical Company ("Tianding") which has a
100,000 tpa compound NPK plant in Qinhuangdao, Hebei Province.
Tianding also has one of the largest fertilizer bagging facilities in
China with current production under contract of over 28 million bags
per annum for Tianren and other large fertilizer producers with
long-term stable distribution contracts. The bagging plant generates
a positive EBITDA and is a key part of the logistics of distributing
fertilizers within the country.
3. a 80% direct interest in Tianren Agriculture Franchise Company, a
large fertilizer marketing company based in Qinhuangdao, Hebei
Province. In addition the Company will acquire a further indirect
interest through Tianding's ownership of a 20% interest.
4. a 60% interest in Hubei Yichang Tianlong Industry Company, a raw
materials sourcing and fertilizer trading company based in Yichang,
Hubei Province where Spur's current facilities are also located.
The aggregate audited revenue and EBITDA for the above businesses, based on audited financial statements provided by Tianren, were $USD 88.6 million and $USD 3.7 million respectively for 2004. Based on discussions with Tianren management, revenues in 2005 are expected to increase by 30% over 2004 reflecting the fact that 2005 will be the first full year of sales operation of the marketing company. Under the agreement, Spur will assume bank debt of these businesses of $USD 3.4 M as of the end of the first quarter of 2005.
Spur will acquire these businesses in consideration for the issue to Tianren of approximately 15.5 million shares of Spur. These shares will be the subject of an escrow period of 24 months and voting rights for those shares which at any one time exceed 19.9% of the issued shares of Spur will be restricted.
The transaction was negotiated at arm's length and is subject to due diligence, TSX Venture Exchange and all other regulatory approvals, and standard closing conditions.
Mr. Wu Sihai, a fertilizer industry leader in China and Mr. Zhai Jidong, a senior executive in Tianren, will be invited to join the Spur Board of Directors at Closing.
Mr. Wu is President of Sino Arab Chemical Fertilizer Company, the largest compound fertilizer producer in China and the new President of the International Fertilizer Industry Association (IFA), succeeding current Spur Vice Chairman, Mr. John Van Brunt, in that senior international industry role. Mr. Wu was also appointed Vice Director of the China Petroleum and Chemical Industry Association this year, and since 2003, has been a Member of the China National People's Congress.
Mr. Zhai is CEO of Qinhuangdao Huaying Phosphoric Acid Co. Ltd., a joint venture with ITOCHU Co., Japan. Mr. Zhai is Vice Chairman of the China Phosphate Industry Association, Director of the China Sulphuric Acid Industry Association, and a Member of Agriculture Committee of IFA.
"This proposed merger of the business interests of Spur and Tianren accelerates Spur's strategy to become the premier fully integrated fertilizer company in China" said Spur's CEO, Rob Rennie. "We will triple our current name plate production capacity of NPK's from 100,000 to 300,000 tpa with the ability to move that product into the market with the strength of Tianren's marketing organization, which has China's largest market share in NPK fertilizers. Tianren Agricultural Franchise Company has a network of over 150 agents and about 5000 outlets throughout China and in 2005 is expected to sell over 1.0 M tonnes of fertilizer. It will also give us the potential to more rapidly develop Spur's substantial phosphate deposits to be fully integrated into these three NPK facilities. The merger should also provide Spur with a number of opportunities to reduce unit costs at its Yidu plant."
The Chairman of Spur, Mr. Steven Dean said "This transaction brings to Spur an important industry, government and public relations network within China, as well as the obvious key operational and marketing skills. Through this acquisition Spur expects to be able to fast track its strategy to be the leading publicly listed fertilizer company in China partnering with local management to consolidate fertilizer production, integrate raw material supply and establish the largest marketing and distribution network of fertilizer throughout China".
Spur Ventures will be the leading foreign-owned fertilizer company in China by partnering with local Chinese firms to fully integrate raw materials supplies with production and marketing.